PNC director granted 51 phantom stock units

Dachille Douglas A. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Dachille Douglas A. reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Douglas A. Dachille reported compensation-related equity units, not open-market trades. He received a grant of 51 phantom stock units tied to PNC common stock at a reference value of $251.62 per unit under a deferred compensation plan.

Following this award, he holds 274 phantom stock units indirectly in the Deferred Compensation Plan, which will be settled in cash, and 2,089 deferred stock units directly under the Directors Deferred Stock Unit Program. Each deferred stock unit represents the right to receive one share of PNC common stock (or, in limited cases, cash) at retirement.

Insider Trade Summary

Grant/Award: 51 shares

Grant/Award 2 txns

Insider Dachille Douglas A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	51	$251.62	$13K
holding	Deferred Stock Unit	--	--	--

Holdings After Transaction: Phantom Stock Unit — 274 contracts (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 2,089 contracts (Direct)

Footnotes (4)

1. F1. One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") common stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.
2. F2. Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.
3. F3. Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's equity incentive plan. Each DSU represents the right to receive at retirement one share of PNC common stock, or in limited circumstances cash equal to the fair market value of one share of PNC common stock on the payment determination date, pursuant to the terms of the Program.
4. F4. Includes DSUs acquired by the reporting person as dividend equivalents under the Program in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.

Key Figures

Phantom stock units granted: 51 units Phantom unit reference price: $251.62 per unit Phantom units after grant: 274 units +2 more

5 metrics

Phantom stock units granted 51 units Grant under Deferred Compensation Plan on 2026-07-01

Phantom unit reference price $251.62 per unit Grant valuation for phantom stock units

Phantom units after grant 274 units Total phantom stock units in Deferred Compensation Plan after transaction

Deferred stock units outstanding 2,089 units Deferred stock units representing future right to PNC common shares

Exercise/conversion price $0.00 Deferred and phantom units have a zero exercise price

Key Terms

Deferred Stock Unit, Phantom Stock Unit, Deferred Compensation Plan, Directors Deferred Stock Unit Program

4 terms

Deferred Stock Unit financial

"Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program"

A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.

Phantom Stock Unit financial

"One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc."

Deferred Compensation Plan financial

"Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

Directors Deferred Stock Unit Program financial

"granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's equity incentive plan"

FAQ

What insider transactions did PNC (PNC) director Douglas Dachille report?

Douglas Dachille reported a compensation-related grant of phantom stock units and updated deferred stock holdings. He received 51 phantom stock units and now holds 274 phantom units in a deferred plan plus 2,089 deferred stock units that will convert into PNC common stock at retirement.

Did Douglas Dachille buy or sell PNC (PNC) common stock in the open market?

The filing does not show any open-market buying or selling of PNC common stock. It reflects a grant of 51 phantom stock units and existing deferred stock units, all issued through company plans rather than market trades, so they are compensation-related awards and holdings.

What are the key numbers in Douglas Dachille’s latest PNC (PNC) Form 4?

The Form 4 shows 51 phantom stock units granted at $251.62 per unit. After this grant, Dachille holds 274 phantom stock units in the Deferred Compensation Plan and 2,089 deferred stock units, each linked economically to one share of PNC common stock at retirement.

How do PNC (PNC) phantom stock units work for Douglas Dachille?

Each phantom stock unit is economically equivalent to one PNC common share. These units are held in a Deferred Compensation Plan and will be settled in cash when distributed to Dachille, rather than delivering actual shares, and they generally do not expire according to the plan terms.

What are PNC (PNC) deferred stock units reported by Douglas Dachille?

Deferred stock units represent a right to receive PNC common stock at retirement. Under the Directors Deferred Stock Unit Program, each deferred stock unit entitles Dachille to one share of PNC common stock or, in limited cases, cash equal to its fair market value at the payment determination date.

Are PNC (PNC) dividend equivalents included in Douglas Dachille’s reported units?

Yes, the reported phantom and deferred stock unit balances include dividend equivalents. Footnotes explain that additional units were acquired as dividend equivalents under the Deferred Compensation Plan and the Directors Deferred Stock Unit Program in transactions exempt from separate reporting since the prior Form 4.

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Available on EDGAR 07/06/2026 - 02:20 PM Accepted by SEC EDGAR 07/06/2026 - 02:20 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dachille Douglas A.

(Last) (First) (Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH PENNSYLVANIA 15222-2707

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PNC FINANCIAL SERVICES GROUP, INC. [ PNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Unit	(1)	07/01/2026		A		51		(1)	(1)	$5 Par Common Stock	51	$251.62	274(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	2,089		2,089(4)	D

Explanation of Responses:

1. One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") common stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.

2. Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.

3. Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's equity incentive plan. Each DSU represents the right to receive at retirement one share of PNC common stock, or in limited circumstances cash equal to the fair market value of one share of PNC common stock on the payment determination date, pursuant to the terms of the Program.

4. Includes DSUs acquired by the reporting person as dividend equivalents under the Program in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.

Remarks:

	Laura Gleason, Attorney-in-Fact for Douglas A. Dachille	07/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)